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United States securities and exchange commission logo
March 27, 2024
W. Troy Rudd
Chief Executive Officer
AECOM
13355 Noel Road
Dallas, TX 75240
Re: AECOM
Form 10-K for
Fiscal Year Ended September 20, 2023
Form 8-K Furnished
February 5, 2024
File No. 000-52423
Dear W. Troy Rudd:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended September 20, 2023
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Fiscal Year Ended September 30, 2023 Compared to the Fiscal Year Ended
September 30, 2022
Consolidated Results, page 40
1. A significant portion
of your results of operations disclosure is dedicated to stating, in
narrative text form,
dollar and percentage changes in accounts. In addition, while you
discuss certain factors
to which changes are attributable, you do not quantify certain of
these factors nor
analyze the underlying business reasons for the changes. For example,
you state the increase
in Americas revenue was primarily driven by increased project
activity in the
Americas design business including growth in the Water, Transportation,
and Environment
markets, but you do not quantify these factors nor analyze the
underlying reasons for
the changes. For a company with the size and breadth of operations
as yours, we do not
believe that this brief disclosure adequately discusses and analyzes
your results sufficient
to provide your investors with the depth of understanding and
knowledge necessary to
properly evaluate your results. As such, please consider
W. Troy Rudd
FirstName
AECOM LastNameW. Troy Rudd
Comapany
March NameAECOM
27, 2024
March2 27, 2024 Page 2
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FirstName LastName
expanding this section by:
relying on tables to present dollar and percentage changes in
accounts, rather than
including and repeating such information in narrative text form;
using tables to list, quantify, and sum all of the material
individual factors to which
changes in accounts are attributable;
refocusing the narrative text portion of the disclosure on
analysis of the underlying
business reasons for the individual factors in the tables above;
ensuring that all material factors are quantified and analyzed
(including separate
disclosure of offsetting factors); and
quantifying the effects of changes in price, volume, changes in
contract estimates,
and acquisitions (if any) on revenues and expense categories,
where appropriate.
Please provide us with a copy of your intended revised disclosure.
2. Please revise to discuss and analyze cost of revenue separately.
Quantify and discuss the
impact of each significant component of costs comprising cost of
revenue that caused cost
of revenue to materially vary (or not vary when expected to). This
disclosure should be
presented in a manner so as to allow investors to discern the relative
contribution of each
of multiple components cited to the total change in cost of revenue.
In addition, the
impacts of material variances in components of cost of revenue that
offset each other
should be separately disclosed, quantified, and discussed (and not
netted). Given the
potential for differing or offsetting results in your various
segments, we encourage you to
provide these disclosures at the segment level (which may make
disclosure at the
consolidated level not needed). In any event, you should revise to
provide discussion and
analysis of cost of revenue at the segment level when a change in a
segment s cost of
revenue materially impacts the segment s measure of profit. Please
provide us with a
copy of your intended revised disclosure.
Notes to Consolidated Financial Statements
Note 6. Other Financial Information, page 88
3. You disclose you did not have material revisions to estimates for
contracts where revenue
is recognized using the input method during the twelve months ended
September 30, 2023
and 2022. Please tell us the aggregate impact of changes in contract
estimates on your
results of operations for each year of the three year period ended
September 30, 2023.
Please also tell us your basis for measuring this aggregate amount,
including whether
individual contract amount thresholds were used in determining the
aggregate
amount. Refer to ASC 250-10-50-4.
Note 19. Reportable Segments and Geographic Information, page 91
4. Please tell us, and revise to disclose, the factors used to identify
your reportable segments,
including the basis of organization (for example, whether management
has chosen to
organize the company around differences in products and services,
geographic areas, or a
W. Troy Rudd
AECOM
March 27, 2024
Page 3
combination of factors and whether operating segments have been
aggregated). Please
refer to ASC 280-10-50-21. As part of your response, please also tell
us how you
identified your operating segments based on the criteria provided in
ASC 280-10-50-1
through 50-9 and provide us with a list of these operating segments.
To the extent you
have more than one operating segment, please tell us how you
considered the aggregation
criteria in ASC 280-10-50-11 and the quantitative thresholds in ASC
280-10-50-12 in
determining your reportable segments.
Form 8-K Furnished February 5, 2024
Exhibit 99.1 - Press Release, page 1
5. Please revise to present the most directly comparable GAAP measures
with equal or
greater prominence as your non-GAAP measures. For example, we note
references to
adjusted EPS guidance and adjusted operating margin in the headlines
and adjusted
guidance in the section titled "Fiscal 2024 Financial Guidance." Refer
to Item
10(e)(1)(i)(A) of Regulation S-K.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Please contact Stephen Kim at 202-551-3291 or Lyn Shenk at 202-551-3380
with any
questions.
FirstName LastNameW. Troy Rudd Sincerely,
Comapany NameAECOM
Division of
Corporation Finance
March 27, 2024 Page 3 Office of Trade &
Services
FirstName LastName